Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):

¨

Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

On May
28, 2010, Morgan Stanley and Invesco Ltd. (“Invesco”) entered into a
letter agreement (the “Amendment”) amending the
Transaction Agreement between Morgan Stanley and Invesco dated October 19, 2009
(the “Agreement”). The
Amendment provided that the consideration payable to Morgan Stanley by Invesco
in connection with the transactions contemplated by the Agreement would be $800
million in cash and approximately 30.9 million shares of Invesco preferred and
common stock, whereas the Agreement originally provided for consideration
consisting of $500 million in cash and approximately 44.1 million shares of
Invesco preferred and common stock.

Item
8.01.

Other
Events.

On June
1, 2010, Morgan Stanley completed its previously announced sale of its retail
asset management business including Van Kampen Investments Inc. to Invesco for
the consideration provided for by the Amendment and described above in Item
1.01. Morgan Stanley’s equity interest in Invesco as a result of this
sale consists of common and preferred shares representing in the aggregate
approximately 7.1% of Invesco’s outstanding equity.

Forward-Looking
Statements

Statements
about the expected effects, timing, benefits, financial and operating results,
synergies and cost savings related to the transaction and all other statements
in this Current Report, other than historical facts, constitute forward-looking
statements. Readers are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date on which they are
made and which reflect current estimates, projections and
expectations. Any such statement may be influenced by factors that
could cause actual outcomes and results to be materially different from those
projected or anticipated. These forward-looking statements are
subject to numerous risks and uncertainties. There are important
factors that could cause actual results to differ materially from those in any
such forward-looking statements, many of which are beyond the control of Morgan
Stanley, including: (1) the risks associated with transactions of this
nature, (2) the impact of general economic and industry conditions,
(3) adverse changes in the stock markets, the public debt markets and other
capital markets, (4) changes in investor participation in the markets,
(5) the risks of market fluctuations of Invesco common stock, (6) the
impact of the transaction on Invesco’s common stock, (7) the impact of
changes in accounting standards, rules or interpretations and (8) the impact of
political conditions in the U.S. and abroad both generally and as they pertain
to financial services companies specifically. The actual results or
performance and expected benefits of the transaction could differ materially
from those expressed in, or implied by, these forward-looking
statements. Accordingly, no assurances can be given that any of the
events anticipated by the forward-looking statements will transpire or occur, or
if any of them do so, what impact they will have on the results of operations or
financial condition of Morgan Stanley. For a discussion of additional
risks and uncertainties that may affect the future results of Morgan Stanley,
please see Morgan Stanley’s periodic reports filed with the Securities and
Exchange Commission and available on www.sec.gov.